Form 8-K

RUTH’S HOSPITALITY GROUP, INC.

(registrant)

May 18, 2012

/s/ Arne G. Haak

Arne G. Haak

Executive Vice President and Chief Financial Officer

0001193125-12-239922.txt : 20120518 0001193125-12-239922.hdr.sgml : 20120518 20120518153954 ACCESSION NUMBER: 0001193125-12-239922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120518 DATE AS OF CHANGE: 20120518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruths Hospitality Group, Inc. CENTRAL INDEX KEY: 0001324272 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 721060618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51485 FILM NUMBER: 12855367 BUSINESS ADDRESS: STREET 1: 500 INTERNATIONAL PARKWAY STREET 2: SUITE 100 CITY: HEATHROW STATE: FL ZIP: 32746 BUSINESS PHONE: (407) 333-7440 MAIL ADDRESS: STREET 1: 500 INTERNATIONAL PARKWAY STREET 2: SUITE 100 CITY: HEATHROW STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: Ruths Chris Steak House, Inc. DATE OF NAME CHANGE: 20050419 8-K 1 d356289d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 17, 2012

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-51485	72-1060618
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 W. Canton Avenue, Ste. 100 Winter Park, FL		32789
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (407) 333-7440

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 17, 2012, Ruth’s Hospitality Group, Inc. (the “Company”) held its annual meeting of stockholders to vote on the following proposals:

Proposal One: The Board of Directors recommended six nominees to stand for election at the 2012 annual meeting and each of the nominees were elected by a plurality of votes cast by shares entitled to vote at the meeting. Therefore, in accordance with the voting results listed below, the nominees were elected to serve until the 2013 annual meeting and until their successors have been elected and qualified.


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Michael P. O’Donnell		19,277,793		423,134		9,281,709
Robin P. Selati		18,912,475		788,452		9,281,709
Carla R. Cooper		19,094,803		606,124		9,281,709
Bannus B. Hudson		19,099,172		601,755		9,281,709
Robert S. Merritt		19,428,227		272,700		9,281,709
Alan Vituli		19,432,535		268,392		9,281,709

Proposal Two: The Board of Directors selected KPMG LLP to serve as the independent registered public accounting firm for the Company for fiscal year 2012. The Board of Directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the 2012 annual meeting. Therefore, in accordance with the voting results listed below, KPMG LLP will serve as the independent registered public accounting firm for the Company for fiscal year 2012.


For	Against	Abstain
28,370,988	538,238	73,410

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.